What Lies Beneath
by D Veleniet
Summary: After a row with Danny, Clara makes the Doctor play Never Have I Ever with her. But she quickly learns the Doctor doesn't play fair, and he may have a VERY different goal than getting her drunk. Things spiral out of control until neither knows who's telling the truth - and who's just trying to win at any cost.
1. Chapter 1

**Disclaimer: **I don't own these characters. All rights to the BBC and Steven Moffat.

**Author's Note: **This is a sequel to another Twelve/Clara fic called "Tipping Your Hand." You may be a little confused if you haven't read that first, but it's not absolutely essential (basically they had an intimate encounter as a result of a TARDIS meltdown and now the Doctor owes Clara a favour.)

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><p>"You came!" Clara pushed through the TARDIS doors, her spirits lifting as she stepped across the threshold.<p>

"You called." The Doctor didn't look up as he continued to flip through a book.

"Yeah, but you're here _now_. It's still tonight, not two weeks later." Setting the still mostly full bottle of wine down on the floor, she threw herself into a chair, soaking in the interior with its cool colours and space lighting. The thrum of the life beneath her fingertips always invigorated her, and she wondered for possibly the thousandth time how she could _ever_ have considered giving this life up.

"Maybe I was bored." He shut the book, placing it back on the shelf. "So where are we headed?"

"We're not." Clara pushed off with her foot, letting the chair twirl in a lazy circle.

He eyed her curiously as he descended the stairs. "We're staying in the TARDIS?"

"Yep." She stooped down to pick up the wine bottle, holding it up like an offering. "We're gonna play a game."

He regarded the bottle with disdain, swiftly moving past her to the other side of the console. "I don't play games."

"You'll like this game."

"I don't play games."

"You'll be good at this game."

"I don't play games." He typed a set of coordinates in, readying the lever. Clara intervened, jumping up from her seat and leaning against the console.

"We're gonna need glasses."

He scowled, hesitating. "Why?"

"Because it's a drinking game."

He let out an exasperated sigh. "Have your eyes grown so big they've actually taken over your ears? I told you – _I do not play games._" Still, he released his hold on the lever with an irritated grumble and headed down the corridor towards the nearest of the many kitchens.

"The game involves telling the truth about things," she called over her shoulder. "Just one long game where all you do is tell the truth…" she murmured, settling back into the chair.

"_How am I supposed to trust a single word that comes out of your mouth?" Danny practically leapt from the couch, shaking off Clara's outstretched hand. His muscles stretched taut into his military stance: as reachable as a man-turned-machine if Clara didn't act fast. _

"_Danny, wait – that's not what I meant!" She set her wine glass down hastily, the contents of it sloshing over the sides and spilling onto her coffee table. _

_Her touch did nothing to erase the pained expression from his face. "It doesn't matter 'cause the thing is, Clara…" He sighed. "I don't think YOU even know when you're telling the truth or lying half the time."_

_Desperate to salvage their evening, she went straight for her trump card. "Do you think I'm telling the truth when I say I love you?" _

_He nodded. "Yeah." He paused, the lines of his face drawing down even further. "But you love him, too."_

_She crossed her arms, shielding both of them from that particular truth. "I told you – it's different with him."_

"_Yeah." Those deep brown eyes affixed to some distant point, like he was watching something recede from him and was helpless to stop it. "I've seen just how different it is with him…"_

It would have been so easy to finish the bottle after Danny had left – if getting drunk after a row with one's boyfriend wasn't a proper occasion for it, she didn't know what was. But wine could only dull her senses so much; she needed more of a distraction.

She COULD tell the truth, dammit. She could tell the truth so well that she could win a game by telling the truth.

"It's called 'Never Have I Ever," she informed him as she heard him come back into the room.

"Well, I hate it already then."

"Why?"

"It's a stupid name – why not just call it 'I Have Never?'"

"'Cause…'cause I dunno. That's the name of the game." She swung her chair around and was pleased to discover that he had a new bottle of wine in one fist and two long-stemmed glasses balanced delicately in the other. "Oh." Her eyebrows shot up. "Think we'll be in for the long haul, then?"

"No." He uncorked the bottle and poured the claret-coloured liquid into each of the glasses. "This is a vintage from the past. Or the future, one of those." He eyed her bottle with a level of disgust usually reserved for slimy, multi-tentacled creatures. "If we're going to drink wine, might as well do it properly."

Clara harrumphed. "Fine by me. It's not every day I get to taste a vintage wine from…Doctor, where's the label?"

He handed her a glass. "Must have gotten lost at some point over the years." He swirled the amber liquid in his experimentally, giving it a tentative sniff before taking a sip. "Yes, this should work well."

She followed suit, wincing as the different taste assaulted her tongue. He sat down next to her, and they lapsed into a comfortable silence. "This is nice," she finally said, though her smile didn't quite reach her eyes.

"Is this why you called me?"

"Sorry?"

"You're giving me that smile again."

She sighed. "I'm not malfunctioning, Doctor, I'm just…it's nice. That's all."

He let out an irritated huff of recognition. "I see. Trouble with P.E. Now it all makes sense."

"I really don't want to talk about it, okay? I just want to drink wine and play the game."

"How about we just drink wine?"

"'Cause then I won't stop thinking about it. If we sit here in silence, I'll think about it, and I don't want to… I don't want to think about it, and I don't want to talk about it. I just need to get my mind off of it, but you're absolute rubbish at making conversation so..." She trailed off, her rush of words petering out.

"So why don't we go somewhere?" He leaned forward, clearly anxious to return to the console and send them to wherever he'd programmed. "Can you honestly say that you'd still be moping about P.E. if we're getting chased by an angry horde of Triktilfanians? Or witnessing the majesty of the Broken Moon of Pash'tu? Or attending the opening of a comedic opera in 18th century Vienna?"

"Angry hordes, broken moons and lots of elaborate costumes and singing aren't gonna do the trick this time. I need to keep my mind occupied, like really actively thinking about something else."

"If you want to play a mind game, you do remember we have the game rooms? _Thousands_ of games from across all of time and space – every permutation imaginable, 12D simulators, life-size game pieces – you could even wire the telepathic circuits into your brain, play against _her_ if you really want a challenge_."_ He jerked his head up at the ceiling. "And I can pretty much promise you that she _won't_ play fair."

"Doctor -" She clamped her mouth shut before she could voice the _real_ need to play this particular game: the need to bolster her shaken confidence, to prove Danny wrong. "This is the game I want to play. I don't want to learn a new one, okay? I just want to play this one."

He was sullen. "Why me? If all you wanted to do was play this game, why call me? You must have pudding-brained friends who would gladly do something to engage their tiny minds."

She rolled her eyes. "Yes, Doctor, I have friends. But I've already played it with them loads of times. Dozens of times. And it was too late to call any of them."

"So I was convenient, then."

"No, that's not what I said. I _wanted _to see you. I _wanted_ you – to spend time with you." She gave him her most winning smile, taking on a playful sing-song tone. "And if I wanted a challenge - you're my cleverest friend."

The Doctor wasn't convinced. "But for some reason, you need wine, too. Because you also want to get drunk?"

She raised an eyebrow at him, the gesture just shy of coquettish. "No, I want to get _you_ drunk."

He mirrored the motion, though there was no hint of flirtation to it whatsoever.

"That's not what I meant," she stammered. "And it's not just that – it's something you play to see how well you know each other."

"I told you, Clara – I _don't_ play games."

Her sigh of exasperation was closer to a groan. "Yes, I know – they're a waste of your time or beneath you or you don't like them or whatever it is you have against them, but _this_ is what I want to do, Doctor."

"You're not listening…"

"And _neither_ are you 'cause you're my friend, and…" She squared her shoulders and turned to him, determined. "What if this is my favour?"

She had his full attention now. "This is your favour?"

"It is. Yes."

He was incredulous. "You could have asked me to do _anything_, no questions asked-"

"So I'm asking you to play this game with me, no questions asked."

He examined his wine, tilting it so the pale amber colour caught the light. It seemed to glow for a moment, like it had caught fire.

Clara took another sip, trying to calm the jangling of her nerves.

He pinned her with his gaze. "What happened to strip poker?"

She choked, coughing and sputtering. She cleared her throat lightly a few times, trying to cover with a strained laugh. "I was joking," she replied unevenly, plastering on a fake smile. "Obviously," she added after she'd regained control of her vocal cords.

He held her gaze for a few more uncomfortable seconds. "Of course you were." He shrugged a shoulder like it was of no concern to him, taking a sip of his wine. "Fine. We'll do this game then. But if your burning desire was to try to get me drunk, you've wasted it. There are _far_ easier and more successful ways to do that."

It took some effort to ignore that bit of dangling bait, but she pushed on. "That's just one part of the game 'cause the other person only drinks when you say something that's true about them. So, for example, I'd say 'never have I ever stolen a Type 40 TARDIS and run away from home' – and then you'd have to take a sip."

There was no word in any language that could encompass the depth of contempt radiating from the Doctor's face. "You say true things about the other person to get them to drink and _that's the game_?"

Clara grit her teeth. "Might as well stop complaining 'cause you're not getting out of this no matter how much you hate it."

"And how do you know who's won?"

Of course. 'Cause playing _just for_ _fun_ wasn't an option. Though if she was being entirely honest with herself she usually did manage to emerge as the least drunk one with her friends by sidestepping emotionally charged _never have I evers_ and eschewing the level of pre-game sharing many of them often indulged in. "You don't, really - unless someone gets so drunk they can't get proper words out." Her lips quirked as brief flashes of all the times the game had devolved into complete and utter silliness rose to mind.

Though she would never have guessed it was possible, his glowering intensified further. "There needs to be a clear winner. Because even _my_ lifetime is too short for some things."

"Pretty sure my lifetime would still end before yours."

There was an unmistakable tightening to his jaw as a shadow crossed his face. "Well, yes, I expect you'd keel over and die of boredom before we were done," he replied, his caustic tone a little too forced.

Her answer sounded from between clenched teeth. "Fine. You play the game however you want, Doctor _as long as you stop criticizing it_." She took a deep breath. "And fine, we'll figure out some way to designate a winner. Now…can we _please_ get started?"

"Fine, yes. Fire away with your – intoxication-inducing statements of truth."

Clara was starting to doubt whether drinking alone would actually have been more painful than this after all. "Thank you. Okay. Never have I ever – I'll start easy. Never have I ever stolen a Type 40 TARDIS and run away from home."

The Doctor took a sip, his movements stiff like someone was forcing his hand. "Never have I ever…run away from home with a Time Lord."

She frowned. "I didn't run away from home with you."

"No? Your life was perfect and you had everything you wanted?"

"Well, I didn't say that, but -"

"And clearly, your life continues to be perfect, nothing whatsoever that you might want to _avoid_ tonight."

"That's not fair." She shot him a wounded look, taking a sip, the burning in her throat momentarily distracting her from the stinging in her eyes. "And anyway, that's not how you play. You don't get to question the person or ask for explanations or stories – or take cheap shots after you've stated your 'never have I ever.' It's against the rules." She cut her eyes at him. "And you're _not_ going to get me to stop playing this game."

"Fine." He held up a hand. "No discussion in between intoxication-inducing statements of truth. Understood."

"Good." She took another sip of wine for good measure. "Never have I ever run away from my spouse immediately after I'd married them."

The Doctor looked dubious but took a reluctant sip anyway. "Never have I ever run away from my boyfriend to spend time with another man."

Her mouth dropped open at his implication. "I didn't _run away_ from Danny to spend time with you. Not that I'm going to talk about it 'cause I'm not, but we had a row and he left. And _then_ I called you."

"I know I'm breaking the rules by providing explanations," he remarked pointedly, "but I believe the game is called 'never have I _ever_._"_

She glared at him as she took the tiniest sip of wine she could manage. But she wasn't cowed in the slightest. If dirty was how he was playing…well, two could play _that _way. "Never have I ever…shamelessly flirted with someone, constantly invaded their personal space, always finding excuses to touch them, acted _insanely_ possessive and jealous any time someone of the opposite sex paid any attention to them – just to act like it was basically all in their head."

The Doctor didn't move.

She waited. "Well?"

"I thought you said no discussion in between statements."

She very successfully avoided throwing her glass at his head. "I'm amending the rule, then, just to make sure that you're clear about the rules: if someone says something that's true, you can't _not_ take a sip."

He shrugged. "But you didn't say something that was true."

"_Doctor_."

"I never said it was all in your head." He gestured with loose-limbed grace. "In fact, if I recall correctly, I very specifically stated that it was _not_ in your head."

It was true – technically he had. But that had _not _been how he'd treated her immediately following his regeneration. "Okay, fine, you did, but I said 'act like' and I said 'basically.'"

"Are you still amending the rule, or is it just that the rules don't apply to _you_?"

"The rules apply to both of us, but…" She bit down on the inside of her lip. Hard. This was unfamiliar territory for her: she was never the sort to charge forth with emotionally worded statements people could just brush off. She'd seen plenty of friends with ancient grudges and recent slights against each other fall into that trap. "You're right. I said no explanations in between statements. Your turn."

"Good." He ran the tip of his index finger along the rim of his glass while he thought. "Never have I ever tried to seduce someone…and failed."


	2. Chapter 2

"Um…_what_?" _Gobsmacked_ didn't really even begin to cover it.

First…_where the hell had that come from_?

Second, two thousand years was an _unbelievable_ amount of time to have _never _failed at seducing someone – and that included nearly a thousand years of his previous self - clumsy, flailing limbs and all. Even though said limb flailing had not only been endearing but had come with a voice that could drop to a toe-curlingly rumbly baritone, his track record couldn't have been perfect. But then…

He knew the object of the game was to get the other person to drink - so he assumed _she _had failed to seduce someone. But who? She hadn't flirted with anyone around him, had she? Unless he'd viewed her unabashed fangirling around Robin Hood as a veiled attempt to seduce him? Perhaps he'd gotten the wrong impression. "I dunno where _that _came from, but I've never tried to seduce anyone – and definitely not around you. Which means I've never failed at it, either."

The Doctor raised an eyebrow pointedly at her.

"Hang on…" She didn't really give a damn about breaking the rules anymore_._ "Do you think I'm…do you think I'm trying to seduce _you_?"

He said nothing, but he made a valiant effort to hide a smile that kept threatening to form.

"Doctor. Do you _seriously_ think I'm trying to seduce you? That this was why I wanted to play this game – to get you drunk, to say things, to…do things?"

It could've been a trick of the light, but she could've sworn that there was a twinkle in his eye. "Are we still playing the game?"

Clara could feel her frustration mounting. "Well, yeah, 'course we are."

"So we either keep playing - or we can stop, and you can ask me all your questions. Your choice."

Of course– she should've known. Why would the Doctor want to make her drink if he could still devise new ways to get her to _stop _playing the game with an open invitation to ask him extremely personal questions?

Honestly, did he _really _think she was that daft?

She narrowed her eyes at him, fingers tapping against her glass. "Fine," she decided. "Fine, then -" She took a breath. "Never have I EVER tried to seduce you!"

The Doctor gave a nod, lips pursed like he'd considered her statement and found it agreeable.

Clara huffed, hoping that settled it. Maybe starting almost-sober had been a mistake: if she had been drunk, his attempts to needle her wouldn't have hit her as hard. She braced herself for his next shot.

But it didn't come.

Instead, the Doctor's eyes flicked to his glass, then back at her. And very slowly, very deliberately, he raised it to his lips and took a sip.

For the first time that night, she was truly speechless.

He regarded her with an infuriating level of calm, his features utterly still.

"But – but you just said you've never tried to seduce someone and failed. So that means…"

They'd had one… _intimate_… encounter, but that was as a result of the TARDIS meltdown – it had been a necessity! They would've been blown to pieces if she hadn't helped him. Did he actually view _that _as a seduction?

Well, there was one easy way to find out.

She raised her chin, looking at him boldly. "Never have I ever masked my intentions to seduce someone by taking advantage of a TARDIS meltdown."

The Doctor rolled his eyes, his glass staying still.

Clara shook her head, wide-eyed. "But that means –"

"My turn," he reminded her.

Clara swallowed, her mind reeling.

"Never have I ever _poorly_ masked my intentions to seduce someone by propositioning my friend with a game of strip poker."

Her cheeks flamed, and she had to look away, fingers tightening around her glass. But wait…she _hadn't_ propositioned him with strip poker – merely suggested it as a possibility for the favour he'd owed her.

Another bullseye, then, in this game he seemed to have turned into _How To Make Clara as Uncomfortable as Possible (So She Lets Me Stop Playing This Stupid Game)_.

Well, she _had _given him carte blanche to play however he saw fit.

She was beginning to regret that decision.

Clearly, she had made a bloody poor job of hiding her feelings for him, and she couldn't deny any of it now. _Never have I ever lusted after you_ wouldn't exactly win her back any points – or help her retain her dignity, for that matter.

Also because those words were never ever leaving her mouth around him. Ever.

So denial was out of the question. But what if…

She nearly smacked herself on the forehead like he used to do. The answer had been staring her in the face all along…

_Always use your enemy's power against him._

If he'd changed the objective of the game, who was she to argue?

He was about to find out what playing _How to Make the Doctor as Uncomfortable as Possible _was like.

Examining her wine glass like the contents of it were _far _more interesting than him, she affected a tone that sounded almost bored. "Never have I ever wondered what it would be like to have you completely at my mercy…again."

He couldn't hide the slight widening of his eyes at that – or how his lips parted.

Oh yes. She'd have _no_ qualms playing this way.

Openly smirking, she raised her glass to her lips and took a sip, her eyes sparkling…

-and nearly choked again when he mirrored her motion, taking his time to swirl the wine around his mouth before swallowing.

He was bluffing, he had to be…

Right?

"Never have I ever wondered what it would take…to make you _beg_ for mercy."

Her grip loosened around the glass, and she had to make an effort not to let it slip, her left hand catching and steadying it.

The Doctor clearly didn't miss this almost-debacle, the edges of his mouth lifting slightly as he added fuel to the fire, taking another sip.

_Shit._

Clara hastily took her own gulp of wine, not caring that the motion may have looked unconvincing.

"Never have I ever wondered what it would take to make you scream…my name."

The corners of his mouth immediately fell. She could see the wheels in his head turning at a lightning-fast rate as they each tipped back their glasses, eyes locked. But he didn't fire back immediately, turning his attention to the refilling of their glasses. Every second that ticked by Clara was sure her heart matched with two heartbeats. With only the sound of liquid hitting glass, it was entirely possible the Doctor could hear.

She wouldn't have been surprised if it was actually loud enough to echo inside the console room.

Certain she couldn't stand another second of silence, she was ready to break it - by breaking her glass if she needed to – when the Doctor's next words were uttered low, almost on a growl.

"Never have I ever wondered what it would be like to _brand_ you with my name, my proper, real name – to sear it into you, to burn it…inside of you."

She couldn't help the way her mouth dropped open, her breath leaving her. Her next few shaky sips were of air, the cogs of her brain working furiously, searching for something, anything to top that. Her eyes landed on the chair off to the side. "Never have I ever wondered what it would be like to shag you senseless in that chair."

He didn't even wait for her take a drink. "Never have I ever wondered what it would be like to _fuck_ you in that chair…till it broke."

_Oh, you bastard._

He knew _exactly _what effect that word had on her.

They were both breathing audibly now, and Clara wondered how long they could keep it up until one of them gave in.

No…until _he_ gave in.

Time to raise the stakes, then.

On impulse, she stood up and approached the console, feeling the Doctor's burning gaze track her every movement. She set her glass down and poised her hands over his beloved switches and levers. "Never have I ever wondered how you would react…" she began casually, though the tension in her shoulders belied her tone. "…if I did this." Still holding his gaze, she purposely deleted his previous coordinates and typed in a random set of new ones.

He was out of his chair in an instant, swiftly moving to stand behind her, his breath on her ear. "Never have I ever thought you'd be the type to invite punishment."

"Never have I ever thought you'd have the _gall_ to punish me," she bit back.

His voice dropped to almost a whisper, his words fluttering against her hair. "Never have I ever wondered whether you could _take_ the punishment I'd dole out to you."

Blood pounding in her ears, adrenaline fueling her motions, hormones skyrocketed to overdrive like a randy teenager's, she reached out with one hand to finalize the coordinates and the other to turn the lever.

His hands shot out immediately, latching onto her wrists, stopping her.

She froze, breathless. "Are we still playing the game, Doctor?"

Maintaining his vise-like grip, he slowly brought her wrists down to her sides, and for one heart-hammering moment, she thought he was going to pin them behind her back. "I tried to tell you, Clara, I don't play games." He relaxed his grip and let her wrists drop.

Clara's retort died in her throat when she felt the whisper of fingertips against her leg.

"It isn't that I don't like games," he murmured, his other arm snaking around her waist and pulling her into him. His fingers slid slowly up the outside of her leg, coming to the bottom of her skirt, fingertips _just_ catching the underside of it like a careless breeze.

A little puff of air escaped her lips.

"I don't think they're beneath me." His fingers danced around the edge of the skirt several times, his other hand sliding down her stomach to the waistband, just enough to dip his fingertips underneath it. Then they moved lower, finding the elastic waistband of her knickers and sliding beneath that, too.

A high-pitched noise sounded from her throat.

"It's not that I _can't _play games." The fingers of his other hand traveled in the opposite direction, up, up, up her thigh, turning in and curling when he met the juncture of leg to hip, then starting at her hip and stroking down, down with one fingertip, skimming the edge of her knickers. "I…don't…_play_…games."

Clara tried and failed to bite down on her moan.

His next words were delivered on almost a hiss. "I _win_ games."


	3. Chapter 3

**Author's Note: ****Though I haven't changed the rating, please be aware that there are some strong sexual themes here. So if that's not your cuppa tea, please skip this chapter. :) Also just wanted to say thank you to all those who've left feedback, favorited and followed this story. You guys are awesome! :)**

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><p>Clara's mind and body were locked in a bloody, ruthless battle.<p>

Her body screamed for her mind's surrender as the Doctor's fingers continued their own assault: his one hand skimming her knickers at her thigh; his other caressing the skin just above the line of hair, neither ever _once_ venturing where she absolutely _needed _him to go, her body begging for her to turn around, push him back into a chair and fuck him until his eyes rolled back into his head, game be damned.

But then…his sanctimonious, self-righteous, smugly triumphant statement…

_I WIN games._

Her mind revolted, seizing control as she reached out and clapped her fingers around his wrists, whirled him about and forced him back into that exact chair her body had been advocating for so loudly a second ago. Clamping her hands down on his shoulders, she straddled his lap, trapping him there. But she ignored her body's desperate pleas for direct contact, her mind firmly in control as she maintained a few inches of distance, her grinding motions meeting only air.

"Don't take your victory lap yet, Doctor," she warned him, wrists locking behind his neck so he had no choice but to look up at her. "If you think that will work on me, then you _really_ don't know me that well."

"And if you think _this_ will work on me, you really don't know _me_ that well," he snarled.

Clara smirked. "Oh, I don't know…" She gave her hips a slow, languorous roll that conveyed _just_ what he was missing. His body clearly knew it, too: there was unmistakable heat radiating beneath her. "Feels like it's working just fine," she purred.

His smile was slow and dangerous. Then, quite unexpectedly, he chuckled.

Clara faltered. "Something funny, Doctor?"

"Just your memory."

"What do you mean?"

"Well, it seems to have developed a fault. Maybe we should take a look - scan your brain to make sure it hasn't turned to pudding."

She was floored, the sudden turn of mood a splash of freezing ice water on her arousal. "And why would we need to do that?"

"Because you seem to have completely forgotten that I was married to River Song." He leaned forward in the chair until his nose was almost touching hers. "I can do this _for hours_," he sneered.

She should snog that smugness right off his face...

No. She wasn't done yet.

So she pushed herself to standing. "I was just getting warmed up," she said, reaching underneath her skirt and sliding her knickers down her legs.

"Really?" Apparently this only merited mild interest for him. "There's no way you can win this, Clara. Better for you to quit now – save yourself from the inevitable embarrassment later."

She cocked her head at him incredulously, hands planted on her hips. "You think that's gonna stop me? You think I'm just gonna give up?"

"No, I know you're not just going to give up, and that's the problem. Because the last thing you can do is admit when you've lost control." Though spite dripped from every word, it was impossible to miss how keenly he waited for her reaction.

He was _daring _her to prove him wrong.

It only took her two large strides to reach him, her hands diving purposefully into his lap, fingers deftly undoing the top button of his trousers, unzipping and yanking them and his pants down until she'd exposed him.

He couldn't hide his shock, though it quickly gave way to anticipation and heat.

"Oh, Doctor, when it comes to control…" She climbed atop his lap, wrapping her arms around his neck. Despite the inches between them, he let out a shuddering breath at the first grind of her hips, as she started another agonisingly slow dance, inching down the slightest bit further with each swivel. He hissed when she came to within just _centimeters _of meeting him…

And stopped.

She brought her mouth so close to his ear, her lips grazed it with her words. "You really are out of your depth."

A curse ripped out of him, and he gripped her hips with trembling fingers.

Her traitorous body was begging now. _Do it. Just a little pressure, oh please... _

But he seemed to recognise the peril he was in, evidently not trusting himself. So he let his hands wander, trailing up the sides of her torso until they came to her face, clutching her head and wrenching it towards him resolutely.

Against her will, Clara's eyes fell shut.

A stream of his breath tickled her lips, and her resolve weakened further.

Her internal battle raged on, her body resorting to sneaky, underhanded tactics: _just kiss him. You'll be taking what you want by ending this – not giving in_.

But her mind rallied with a louder cry: _you can't let him win!_

Drawing on reserves of will power she normally saved for parent-teacher conferences and daily allotment of Lindt truffles, she kept her head still, leaving him to close the gap between their mouths.

If either of them was going to break their deadlock, it would _not_ be her.

So when she felt his hands around her waist again, there was a breathless, _glorious_ second where she thought he was capitulating, guiding her down onto him – but no, his grip was tightening and instead of letting her fall, he was lifting her up, sending her backwards so her legs slid from beneath her and she tumbled off of him in an entirely ungraceful pile of limbs.

Unceremoniously dumped onto the floor wasn't exactly how she'd envisioned the outcome when he raised his white flag, but surrender was surrender and she would gladly take it. She peered up at him with a widening smirk as he zipped himself up.

"What was that about not being able to admit when you'd lost control, Doctor?" she taunted.

Instead of replying, however, he merely offered her a hand in an uncharacteristic display of chivalry – especially after he'd just sent her toppling onto the floor without so much as an 'oops.'

She grasped his hand and let him help her to standing. "Guess it was too much for you to han -" She was cut off as he swooped down and hooked his arms underneath her shoulders, carrying her to one of the stairs where he plunked her down with the same lack of care he'd exhibited a moment earlier.

Blood pounded in her ears as she waited for his next move.

But he inexplicably turned, pacing away from her, shaking his head with something akin to disappointment. "You have no patience, Clara," he chastised, like she'd just reached for a second helping at the table and he'd batted her hand away. "You're so eager to jump right into it, you're missing the point."

Every time she expected him to zig, he zagged. Following his mercurial moods was exhausting enough as it was, to say nothing of these new hairpin turns. "I don't think I'm missing the point."

"_Yes_, you are. As a human I understand why because frankly your lives are laughably short, but _you_ especially – you need to stop. You need to stop and _slow down_."

Clara made a valiant effort to keep her features neutral. "Isn't it the other way around? Slow down and _then_ stop?"

"No!" He pointed a finger at her. "No, it isn't. Because the rate you were going, I had to stop you first. You were going too fast for me to slow you down."

Her game face was starting to slip and her bravado with it. "You mean the game? The way I was playing the game?"

"Oh, the game, the game, the _game_ – is that all you care about?" He fixed her with an expression that was half Haughty Headmaster and half Ancient Judgmental Alien.

Clara smoothed her skirt self-consciously. She swallowed. "No, I just want to know if we've stopped. I mean, if _you've_ stopped or don't want to play anymore. But then that also means that I win."

"Do you want to know what I would do to you?"

She couldn't help her gaping, and not just at how his voice seemed to have suddenly dropped an octave, tone softened to a barely audible rumble. "Wh…what?"

Predatory gleam in his eye, he stalked towards her, words falling in time with his steps. "Do you…want to know…what I…would do to you?"

Caught with her guard down like that, she grappled for control of her voice. "Do to me..."

"I would start slow, teasing you – like before." To illustrate, he started mimicking a stroking motion. "I would run my fingers up your thigh just enough to make you squirm."

Clara's legs parted, seemingly of their own volition.

"Once I got high enough, I would touch you, just once…" He continued to mimic his words, pointer finger slicing through the air. "Just enough to…" He turned his hand gracefully inward, the motion like that of a magician. "Taste you," he finished, and a brief flash of pink appeared as his tongue darted out from between his lips to wet his fingertip.

Clara let out a shuddering breath, shifting as she felt her body respond.

"I'd return to stroking you, then…up…and down…slowly, and I'd pull back when I felt you start to push into me because Clara, _patience._" The look he shot her was devoid of chastisement or disappointment now, holding only the promise of mind-blowing fulfillment. "I'd increase the pressure on my own time, finding your most sensitive spot, rubbing…" The tip of his finger elegantly circled the air.

Clara gripped the edge of the step, legs falling shamelessly open. Hunger flared up in his eyes as her fingers strayed to her skirt, pulling it up her legs.

"You're already thinking about it. Aren't you?"

She nodded.

"I didn't hear you," he murmured, moving almost imperceptibly forward. "I said, 'aren't you?'"

"Yes," she said breathlessly.

"Well, Clara, I'm terribly sorry to tell you this, but…" His next step brought him close enough to touch her. "_I haven't even started yet._"

The noise that sounded from her throat was part frustration and part anticipation.

"Because do you see these fingers?" He wiggled them at her. "They're _long._ And _slender_. Perfect for…" He dropped his hand, palm up, fingers pointing towards her. Still watching her, his second and third fingers curled.

Clara let out a long whimper.

"I'd continue to slide into you like this, using my thumb on the outside…" He made tight circles again, as he continued his motions, moving his hand back and forth languidly, his fingers bending and flexing. "You see what I'm doing? I'm writing my name inside of you, like I said I would… _searing_ it into you…"

This time she groaned, her hands getting restless, needing to feel it, to feel him…

"And _then_, and only then, Clara…I would use my mouth." He bowed his head over his hand and moved one step closer…

And stopped, not even a fingertip's length away from her.

"Please," she whispered, practically shaking with need.

He peered up at her. "Please what?"

She was beyond reason, her mind utterly vanquished. "_Please_, I need…"

"Do you want this, Clara?"

"_Yes_, I want…"

"You can have it."

She let out another groan, reaching for him, needing his mouth, his hands, his everything, his _anything _to touch her, but he nimbly avoided her. "What…?"

A strange mixture had settled into his features: pupils blown wide with desire and need clashed with the determined clamp to his jaw, the low set of his eyebrows. "Three words. Give me three words, and you can have it."

"Three words?"

"Just three words."

Her mind awoke and everything she'd disregarded with lustful eyes sharpened as her heart started pounding for a different reason. _Three words_…

She searched his face for any hint of longing, of yearning for her in that way. Of a desire that lay beyond the carnal, that unbeknownst to her, had sat in his hearts all along…

And yet…he wanted the words from _her_.

Had _this_ been his ultimate goal the whole time? To tease her until she was crying out for him, willing to do anything he asked?

Had he used the entire evening as a ruse to wrench this confession out of her?

_I've seen just how different it is with him._

Had the Doctor noticed it, too?

"What three words?" she asked hesitantly, hoping she was wrong…and somehow also hoping she was right.

Whatever he needed from her, it was serious. He approached her again, the intensity of his focus breathtaking.

"'You win, Doctor.'"


	4. Chapter 4

***See end for Author's Note**

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><p>The breath she'd been unintentionally holding rushed out on a mirthless laugh, her mind fully alert now. "<em>Seriously<em>?"

"Those three words, and you can have it." There was an impatient edge to his tone.

She settled back on her hands, relaxing. "You want three words? How about these?" She gave a little jerk of her head. "Get over here."

He pressed his lips together, the top one twitching in what might have been the beginning of a sneer. "You win, Doctor."

She dropped her voice. "Get. Over. Here."

He defiantly took a step back. "You win –"

"Get over here _now._"

They both fell silent, staring each other down. Locked in a stalemate once more.

Clara finally broke the silence, raising a meaningful eyebrow at him. "I'm not the _only_ one that wants this."

He'd clamped his mouth shut again, nostrils flaring with each inhalation. But his eyes gave him away, raking over her body.

"Admit it." Clara dipped a hand down, giving herself a light stroke. "You want this, too – you want it as much as I do."

Gaze riveted to her hand, he seemed to waver, taking a minuscule step forward.

"So just – _get over here._"

Another step, like some unseen force was guiding him forward, her own personal field of gravity pulling him in. Then – something jolted him out of whatever momentary reverie he'd been in. "No."

Shock was quickly replaced by ire. "Get over here."

"No."

"Do as you're told."

"_No_!" he barked.

Angry tears welled up at yet another of his hairpin-like turn of moods, but she swallowed them down. "Doctor, I _swear_ –"

"Swear what?" He slid his hands into his pockets, the gesture deceptively casual. "What are you going to do, hm?" He took another step back, shaking his head. "What, _exactly_, do you think you can do to me?"

She glared at him.

He smirked. "I tried to warn you not to challenge me to a game. I did _everything_ to help you avoid the situation you've gotten yourself into now. I told you: I don't play games."

The wheels in her head churned furiously, but to no avail. The steam it created only clouded things further, the haze thickening until everything was tainted red with her fury.

She gave him a smile that bared all her teeth. "Oh, no. No, no, no. You can't fool me. You _want _this."

He strode over to her again, coming close enough for the sleeve of his jacket to brush against her calf. "_You_ want it _more_."

The words hit her heart like icicles: cold, hard, and sharp enough to draw blood. But letting him see that was out of the question, so she forced her mouth shut and envisioned spiked armour encasing her heart, the burnished steel fail-proof protection against brittle bits of frozen water. The shards of ice shattered on impact, leaving her unharmed and resolutely in control.

It also helped her recall her earlier solution when he had so firmly turned the tables on her that there didn't seem to be any possible way out.

But there was always a way out.

One path remained. One way to end it for _good_.

Clara tugged her skirt down, closing her legs primly. "Fine." She jumped down off the step, nearly landing on his feet and propelling him backwards. Lacing her words with as much steely contempt as she could, she leaned in close enough to kiss him. "_You win, Doctor."_

Then she took two steps back and swiped her knickers from the floor, slipping them on underneath her skirt.

"Clara –"

"What?" she whirled on him, furious tears in her eyes. "That's what you wanted, isn't it? That's all you wanted all along."

He looked utterly perplexed, trying and failing to form words several times.

She bit her lip, taking a shaky breath. "The Big, Bad Time Lord outwits the Stupid, Little Human in the end, playing on all her silly, predictable _human_ emotions to get what he wants – and all is right with the Universe."

The Doctor was quickly spiraling towards crestfallen. "Clara. Clara!" He even reached for her.

"What?" she cried. "What do you want? What more could you _possibly_ want from me?"

His hands hovered over her shoulders like he didn't quite know what to do with them. "It was just a game." His light tone was too strained to sound convincing, doubt underlying every word. "We were just playing the game."

"Exactly," she whispered. "It was just a game to you."

"Clara!" He looked completely out of his depth, hands finally settling on her shoulders, his touch unsure. "It _was_ just a game to me, but if it means you're…" It seemed highly probable his brain had stuttered to a stop, given his usual reaction to her emotions. "It was a game, so it means nothing to me. But if it makes it better, if it means you…we can say that you win." His hands dropped. "You win."

"I win?" she asked, her voice small.

The Doctor stepped back, making a sweeping gesture that was somehow both all-encompassing and conciliatory. "You win."

She nodded thoughtfully like she was considering this, sniffling. "Okay." Then the contours of her face changed completely as she broke into a grin. "Well, that was easy."

He blinked at her. "Easy? What was easy?"

She giggled, folding her arms and shaking her head at him. "Honestly, if I'd known you'd let me have it _that_ easily, I would've tried that tactic a long time ago. Could've saved both of us all that effort."

The Doctor went completely still. "You weren't really upset."

"'Course I wasn't. I was faking it."

"Faking it."

"Yeah. Bit extreme, I admit – playing up the scorned would-be-lover and all that, pretending that it really _meant _something to me." She let out another titter, unable to hide her giddy triumph.

Something was building behind his eyes, but he remained silent.

His silence unnerved her, and she cleared her throat to fill it. "But you gave that to me a while ago – 'five-foot-one and crying: you never stood a chance.' Remember?"

His expression was stony. "Be careful with that, Clara."

"Careful with what?"

"How you use me."

Her gloating instantly evaporated. "I wasn't…I wasn't _using _you."

"Weren't you?"

"No." The sweet taste of victory was turning sour in her mouth. "No, it was just the game. We were just playing the game."

"The game." He nodded. "And what would you have done if I _had_ 'come over there?'" He asked, leveling her with his gaze.

Her mouth went dry at the thought, but she shrugged a shoulder nonchalantly. "I would've won."

"Really?" He took a step towards her. "But wouldn't _you_ have been giving in? Wouldn't you have _lost _the game?"

"No," she insisted, lifting her chin. "Both of us would've been giving in."

He took another step towards her, his gaze still holding her captive. "And what would've happened then?"

The lie came out on a burst of air. "Nothing." She fought the urge to fiddle with her hands, letting them flex and ball into fists at her sides. "We would've stopped playing. Game would've been over."

His approach was starting to feel more like a stalk again, his gait reminding her of a tightly coiled spring. "But you said you weren't using me."

The wretched word hooked into her like a barb each time he used it. She shook her head vehemently. "I wasn't. I wasn't using you."

"So which is it?" he asked her fiercely. "Either you were playing the game and, by extension, playing _me_ – or you weren't. Because it's what you actually want."

Heart hammering in her chest, she had to swallow, the flow of oxygen suddenly too thin. Her mouth hung open, but the words stuck in her throat.

"Let's try this again." His final step brought him close enough that she had to fight not to take a step back. "Were you playing me? Were you using me?"

She could only shake her head.

"If you weren't using me, then this is what you want. So…tell me." He leaned in towards her. "Tell me this is what you want," he murmured, the sudden softness of his tone far more compelling than any shouted demand.

Clara blinked at him, wide-eyed, her body stirring at the nearness of him, the warmth radiating from his skin…

It would've been easy, so _very_ easy to give in then – to take advantage of this choice he was offering her.

And yet…she couldn't shake the feeling that she'd be letting him win. Either admit that she had been playing him all along, that she actually _was_ an egomaniac needy gameplayer – or own up to her feelings for him.

Own up to the possibility that she _hadn't _really been "playing" the scorned would-be-lover.

But saying _those_ words? Giving voice to them?

She shook her head. "No," she whispered.

The Doctor let out a long sigh of – relief, exasperation, defeat? Bowing his head, he ran his hand over his mouth, nodding a few times. "Good." And with that – he turned on his heel and shuffled towards the corridor, his feet barely leaving the floor.

As she watched his retreating back, Danny's accusation from earlier that evening echoed inside her head.

_I don't think YOU even know when you're telling the truth and lying half the time._

How quickly the evening had devolved: from painful truths they fired at each other to truths cloaked in lies, or lies masquerading as truths. To claims of fantasies neither had probably ever entertained; to dares and acts neither would ever follow through on; to fake-outs and one-upmanship. Even the Doctor's last demand of her, as if that were what he _really _wanted.

No…as if _she _were what he really wanted.

The Doctor had once claimed that they were too alike to be together, despite her protests to the contrary. Too alike to do anything but destroy each other.

Based on this evening…he'd been right, too.

But as the Doctor rounded the corridor, about to disappear from sight, Clara found herself calling out to him.

"Wait."

He turned, his face impassive. "Yes?"

She was _not _an egomaniac needy gameplayer. And she couldn't have changed so much that she was only capable of leaving a path of lies and destruction in her wake now.

She would prove Danny wrong.

She would prove the Doctor wrong.

She ran at first, slowing as she neared him, her mantra playing on an endless, frenzied loop.

_Justtellhimjusttellhimjusttellhimjusttellhim…_

But every word fled her mind as she looked into his face, noting the exhaustion that had settled into his features.

Maybe he'd grown weary of trying to parse it all out, too.

He eyed her curiously, almost apprehensively. "Clara?"

On impulse, she grabbed his hand, fingers closing tightly around his palm with purpose. Turning, she began to walk down the corridor, towing him behind her, leading them to her darkened bedroom.

She could tell the truth, dammit.

She would just do it on her own terms.

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><p><strong>*Author's Note: <strong>I just wanted to inform y'all of two things for the next and final chapter: 1) the rating will change; 2) it will be written in a way that conforms to canon. Thus, in my mind, these events COULD have taken place anytime before "Dark Water" - though most likely after "In the Forest of the Night" (just might've been a bit too much for the kiddies who watch the show, y'know ;)) Again, a huge thank you to all who review, favorite and follow! :)


	5. Chapter 5

**Author's Note: **Well, here 'tis, the last chapter! Again, a huge thank you to those who've left feedback, rec'd this fic on other sites, and who've favorited or followed. It's been a rollercoaster with this fic, and I hope you enjoyed the ride! :)

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><p><em>The deep and lovely dark.<em>

She could feel him practically vibrating with tension as she sat him down on her bed, as she removed his jacket, as she undid his trousers and slipped her knickers off. When she straddled his lap, the rapid thudding of his hearts reverberated within her own chest.

"If you don't want this, stop me now," she breathlessly commanded him. "You did it before - I know you can do it again."

His breathing was erratic, but he didn't move. "You said you didn't want it."

"And you sounded like you were glad of that, so yeah…time to find out."

"Find out what?"

"If we can be honest with each other."

He trembled beneath her, but it was impossible to know what that meant. Apprehension, fear, arousal, discomfort…?

"Doctor," she encouraged him softly.

It felt like an eternity before he provided an answer: his fingertips coming to rest on her hips again. And then it seemed he took another eternity before deciding what to do then, tightening them to either push her off – or pull her down.

When she felt the unmistakable pull, she let gravity take over, sinking down onto him at last, letting out a loud groan, which he echoed.

As she started to rock with him, face buried in his shoulder, fingers grasping at his shirt, her confessions spilled out with gleeful abandon.

"_I want this oh god I've wanted this for so long I've needed this I needed you I want you I need you I lied I need you I lied I lied I lied…_"

"Tell me," she gasped, catching his head and searching for the glint of his steely eyes in the dark. "Tell me, Doctor."

It took a few seconds for his breathing to even out enough to speak. "Tell you what?"

"Tell me the truth," she managed. "For once. Tell me the truth."

There was a pause – and then, his hands were in her hair, palms smoothing down the sides like he was fixing it for her. Then they cupped her cheeks, fingers still tangled in it. "You want the truth?" he asked, voice raw.

She nodded, waiting.

There were several hitches in his breath like he was about to speak, and then - he swooped in on her mouth with a crushing kiss.

Clara responded with something between a sigh and a whimper, arms winding around his neck, his shoulders, nearly breathless from the bruising force of it. If she thought she had all the answer she needed, she was wrong: he wasn't done yet. Pulling her towards him, he scooted back on the bed so that she collapsed on top of him, breaking their contact. If the Doctor noticed, he didn't let on – perhaps because he was too busy squeezing Clara to his chest until oxygen almost became an issue. Then he flipped them over so she was on her back. His mouth started moving over hers as he pressed into her, chest to chest, as he started teasing at her lips, taking little sips of her, the kiss slowly progressing into something wider and deeper and more intimate. Normally, Clara would've felt smothered by such an intensity of a response, by the way he'd let almost all his body weight fall onto her. But instead, she met him with equal force, arching her chest into his, letting her hands sweep over his shoulders, his back, his arse, erasing all the gaps between them as she joined them again.

He must've known she wouldn't let him have control for long, as he flipped her onto her side, then her back, changing the angle each time, eliciting yet more groans and cries from her, finding new places to touch, to reach, to stoke her on, before she wrestled him off of her so she could pounce on him again, pushing him to a half-seated position against her headboard. Efforts to remove his shirt were unequivocally refused, so she removed hers instead, shaking her hair out as she rode him, forehead against his, taking one last searing kiss before she threw her head back, her crying turning to keening as the wave crested over and she exploded into a million points of light, the pieces of her scattering and peppering the sky with a shine that rivaled the stars themselves.

True to form, the Doctor answered her with his own shout, convulsing beneath her as she drifted back down to Earth, settling into her skin again.

She collapsed against him, face tucked underneath his collarbone, panting into his shirt. But she couldn't maintain the position for long and lifted herself off, crumbling into a boneless heap next to him, utterly sated and satisfied. Drawing a hand across her sweaty brow, she blinked lazily at the ceiling as her breathing calmed.

For the first time that evening, everything was completely brilliant. Everything was _perfect_.

"Holy bloody…" she managed in between breaths. "I'd say that was Earth-shattering, but…" she trailed off as she heard him collect a few tissues from the box on her nightstand, some of which he wordlessly offered to her. Still pondering, she plucked a few from him and cleaned herself off. "What's the biggest planet we've visited? No. What's the biggest planet you can think of?"

The bed shifted as he struggled to fasten his trousers, his hips tilting awkwardly. "Why, do you fancy a visit right now?"

"No. Just – tell me the name of a really huge planet."

"Um…Raxacoricofallaptorius is pretty sizable as planets go," he mused.

"Raxacori…_what_?"

"Raxacoricofallapatorius."

"Wait, wait, wait…" A giggle trilled out of her. "One more time. Raxacorifalliplorius?"

The Doctor clearly wasn't amused by this. "I'm really, really not having _this_ particular conversation right now."

"Conversation?" She rolled onto her side, head propped on her elbow. "I just want to know the name of a big planet."

"Fine. How about – Serenatum. It had a population of 3 trillion by the year 500 Billion."

"Serenatum." She tested it on her tongue. "Works for me. Then that was Serenatum-shattering."

"What was?"

She lifted an incredulous eyebrow she knew he couldn't see. "_That._ You and me. Just now." Staying up on her elbow was taking too much energy, and she flopped onto her back again. "I'm serious – I might never move again."

"Well, you'd certainly miss out on a lot if that were the case."

"Or maybe just not for 500 billion years," she continued dreamily, letting out a loud yawn.

The bed shifted again – more signs of his growing restlessness. "Maybe, I should, uh, just leave you to rest, to…recuperate. Get your mobility back." It was enough to wake her up, though it wasn't until he'd swung his legs off the bed that she was finally propelled to action.

"Doctor." She shot out a hand, stopping him. Even after all they'd just done, it was surprising how intimate a hand on his shoulder felt.

The Doctor must have felt it, too, immediately stiffening under the light pressure of her touch.

"We need to talk about this." She coaxed her muscles to cooperate, dragging herself next to him.

The ensuing silence was deafening, until he finally let out a halting, "Okay."

"I know that if I let you leave this room, we'll never talk about it. And I'm not gonna do the whole 'this didn't mean anything' dance like the last time, so if you were thinking of leading with that, it's not gonna work."

"I wasn't."

"Good."

"And…it didn't."

"You mean…it meant something?"

"Of course it did."

Clara considered this, suddenly aware of how carefully he was perched on the edge of her bed. "And what about the other thing you said? Do you still think we…we can't be together? Do you still think we'd only destroy each other?"

She could almost hear his eyebrows traveling high on his forehead. "You think that this evening proves that we're actually _good_ for each other?"

"I think this evening proves that we're at our worst when we're terrified of admitting something. Especially to each other."

The Doctor had gone very, very still. "Admitting something," he echoed.

"Yeah."

His breathing was the only sound for a while. "Admitting what?"

Eternally grateful that she'd decided against turning the lights on, the deep and lovely dark afforded her more courage, making her bold. "That…that we have feelings for each other."

There was no longer any sound of his breathing.

She rushed on. "At the very least – you want me. You can't exactly deny that after what we just did."

"Neither can you."

"No," she laughed. "No, I definitely can't." It was possible that her heartbeat was yet again the loudest thing in the room. "But there's more," she said softly.

The Doctor must have taken advantage of his Time Lord respiratory bypass system because it didn't sound like he had taken a single breath in the last few minutes. "More?"

"Yeah." She focused on the faint outline of her hands clenched tight in her lap. "The real reason we can't be together. It's not 'cause we'd destroy each other." It took everything in her to force the words out of her mouth. "We can't be together 'cause…'cause I couldn't lie." She let out a nervous chuckle. "Or I could only lie for so long, but eventually…" She sighed. "We can't be together 'cause I couldn't pretend that I didn't love you."

He was silent for another few seconds. "You lost me."

"You and me both." She turned to look at him, to examine the contours of his profile in the dark. He sensed it, and they finally locked eyes. "What I'm trying to say is…I could lie to you, and act like I didn't love you at the beginning. But eventually, I wouldn't be able to keep that up. Eventually, I wouldn't be able to pretend anymore."

The lines of his face changed, but there were too many shadows for her to read what it had changed into. "And why would you need to pretend in the first place?" he asked quietly.

She fought the urge to turn on the light, afraid of what she would see. "Same reason we spent the evening lashing out at each other: protection."

His eyebrows were defined enough that she could see them draw down low. "Protection from what?"

"Getting hurt."

He stilled again at this, breaking their eye contact. "You really think I'm that heartless?" he finally retorted.

"No. I know you're not that heartless. But you spend a lot of time acting that way for your own protection – I wouldn't expect you could turn it off just for me."

"You're basing a lot on assumptions."

"Enlighten me, then."

He scoffed, like her suggestion was ridiculous.

"What? If I'm so off-track, then set me straight. I don't think you're the datable type – am I wrong?" A flicker of hope crackled in her chest.

His silence felt stubborn this time. Every so often, his arm or leg would twitch like it was taking all his will power not to bolt from the room. "You're asking the wrong questions."

Now her hand twitched, eager to slap her forehead in dismay. Or his shoulder in exasperation. "Then what are…" She huffed. "Okay. Okay. Then how about this question?" Turning to him again, she scraped together every ounce of courage she could find on such short notice. "Do you love me?"

The sound that came from him was barely audible, but it was almost like he'd been punched in the stomach with a tiny, gloved fist. When he replied, his words were slow and measured, his tone hollow like he was wrenching them out of some bottomless abyss. "I am _not_ answering that question."

She swallowed her disappointment. "Why not?"

"It's not a simple question."

"Actually, it is – usually you can answer with 'yes' or 'no.'"

"And what if I did, hm? It doesn't matter how I'd answer because if I did then _everything_ would change."

Despite the darkness, Clara had to cast her eyes down, her cheeks flaming. "It wouldn't have to," she mumbled.

"Let's say I answer 'yes' – everything changes. But what if I answered 'no' – everything would still change. That's why I don't answer that question – why I will _never_ answer that question." His restlessness grew by the minute, until he shot off the bed, gesturing widely. "I don't use those words, and I never will. They're such _human _words. Such _human _sentiment."

With a shaking hand, Clara reached for the light, squinting and blinking several times as it flooded the room. The Doctor's shoulders were tensed, his brows set low, and mouth drawn in a taut line. She studied his face, noting his irritation, his impatience – even borderline fury. But there was something else there, too: she'd wounded something in him, touched on something private - sacred even. Something she wasn't supposed to be able to reach.

It made her even more pensive. "Maybe it would've been different before," she began, her voice hushed as another confession tumbled out of her. "But before you looked so young, and I felt so young – I thought we had all the time in the world. We _should've_ had all the time in the universe. You had a time machine after all – why not?" She smiled softly, lost in the memory of a purple tweed frock coat and the familiarity of its feel against her cheek. How easy everything had seemed then, their dynamic entirely uncomplicated.

Something to the left of her dangling feet had suddenly become extremely interesting to the Doctor, his eyes boring a hole through it.

"But then you got 800 years without me in one afternoon, and - I think I've been trying to catch up with you since then. Makes sense, I guess. When you've loved someone for several of their centuries, but you're not even 30 yourself." She let out a long sigh, finally standing up. "But it doesn't matter now. 'Cause I might not have asked the right questions, but you still answered them." She ran her hands down his arms, rubbing them lightly. "So – thank you for being honest with me." She raised herself on her tiptoes and planted a light kiss on his cheek.

His face was awash in emotion as he leveled her with his gaze. "You're wrong."

"Of course I am," she breathed out, all the fight gone out of her. "About what?"

"I didn't answer your question – at least, not the way you wanted me to answer it. But I _will_ answer it, someday."

She cocked her head at him. "You will?"

"It'll be when you don't even realise you're asking – just not with those words. And I promise you that then, _then_ I will answer it."

She blinked at him, uncomprehending. "Um…and when's 'then?'"

"When you need it the most."

It was all the answer she'd ever need. Her gaze softened. "And you said you're not datable."

"No, _you _said that. But I don't…" His face screwed up in an entirely endearing way. "I'm not sure I even know what that word means."

She chuckled. "It's okay. It's a pretty human word, too." Biting her lip, she let all her emotion rise up, shining at him through her eyes. "I really do love you, you know."

Though the rest of his face radiated discomfort, the way his eyes reflected back at her spoke far more than words ever could.

"But don't worry," she continued. "'Cause that is the last time I will ever say those words to you."

An unmistakable film of sadness settled over his features, but he nodded.

Stretching up on her tiptoes again, she cradled his face and pressed a soft, lingering kiss to his lips. Then, she tucked her arms between them, burying her face in his shirt.

He surprised her, bringing a tentative hand up to the small of her back. It was the closest to a proper hug they'd ever gotten.

Well…that was a sort of progress, wasn't it?

Finally, he spoke again. "So did you want to go anywhere?"

For the first time that night, she tried to lie and found she couldn't. She shook her head, feeling the fabric of his shirt against her cheek. "No. Is it okay if we stay here?"

"All right." His hand worked its way up between her shoulder blades, his touch gentle. "Yes," he murmured.

For the first time that night, Clara knew unequivocally that he'd spoken the truth, too.

*_Fin*_


End file.
